


Stranger Things Season 2 Explicit Deleted Scenes

by a_lost_boy



Category: Stranger Things (TV 2016)
Genre: But also there are some instances of dubious consent, Consensual Underage Sex, Explicit Sexual Content, I will warn by chapter, M/M, Masturbation, Shameless Smut, being in partial control of Will's body, mostly due to the Mind Flayer, takes place during season 2
Language: English
Status: In-Progress
Published: 2019-12-25
Updated: 2020-03-15
Packaged: 2021-02-26 22:13:03
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings, Underage
Chapters: 3
Words: 14,020
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21961807
Author URL: https://archiveofourown.org/users/a_lost_boy/pseuds/a_lost_boy
Summary: Explicit Byler smut scenes worked into Season 2 of Stranger Things. One chapter per episode.
Relationships: Will Byers & Mike Wheeler, Will Byers/Mike Wheeler
Comments: 49
Kudos: 172





	1. Saving Light

**Author's Note:**

> Here's your warning - this will contain very explicit underage sexual content. If this isn't your cup of tea, feel free to move on. Also if you don't want to see your favorite soft Byler scenes debauched, this may not be for you either. The characters are the same age as they were during Season 2. If there are any other warnings besides the above, I will warn per chapter. But expect every chapter to have sexual content.
> 
> On to Episode 1: Will's scary experience at the arcade last night repeats itself when he wakes up in the middle of the night. What can he turn to in order to ease his mind?

When Will Byers woke to the feeling of his bladder urging him to get up, his first thought was not one of minor annoyance, as it might've been for some people. No, it was fear. Fear, that now he was awake, where his ever more frequent visions of the Upside Down could get him. Not that his dreams were much better...but something about his waking visions just felt more real. More dangerous.

But, as much as he wanted to just curl up and go back to sleep, trying to explain to his mother why he wet the bed wasn't especially appealing either. Cursing internally, he got up and made his way quickly to the bathroom, immediately shutting the door behind him. His defenses were high as he pulled himself out of his pajama pants to do his business. But, as he finished and flushed, there was nothing out of the ordinary. Maybe...just maybe, he'd be left alone this time. But as he was washing his hands, it struck. That sickening feeling in the pit of his stomach. The hairs standing up on the back of his neck. It was here...or maybe he was _there_. He could never really tell anymore.

He gingerly opened up the bathroom door and looked towards the front of his house, hoping against hope that he was wrong. But there it was, the front door being swung wide open by some invisible force, revealing the stormy, red skies outside that were very much not of this world. Everything in his mind was telling him to run away from whatever was out there, but he found himself being inexplicably drawn towards it, inching his way closer until he was standing outside. But he wasn't alone anymore. There was something forming in the clouds. Something huge.

"Shit, shit, shit," Will thought to himself, frozen to the spot. This was happening again, just like last night at the arcade. When all his friends had been standing there one second, and the next they were all gone, and he was alone, faced with this unknown monster. And now it was happening again, with seemingly nothing coming to save him. "Think, Will, think. How did you get away last time? What happened to jolt you out of this nightmare and back to reality?"

Of course, the answer came to him immediately. It was Mike. His best friend. Mike had noticed he was gone and came to find him, his voice pulling Will out of his vision immediately. And while Mike wasn't physically there to save Will this time...it wasn't _just_ his voice that had done it. It was his genuine caring for Will. His warmth. His _light_. Yes, if whatever was plaguing Will could be equated to darkness, then Mike was his saving light. 

Having no other recourse, Will closed his eyes tightly and began to focus on his best friend. Trying to picture his face, the soft look he always seemed to have whenever he was concerned for Will. His reassuring voice telling Will that everything would be alright, that he was okay now. Just his overall presence that always made Will feel so safe. Everything that made Mike who he was.

"Mike, Mike, Mike," Will whispered over and over, almost in a chant. And, just like magic, the tight feeling in his chest relaxed, the terror in his heart faded away, and he dared to open his eyes again. All that met his vision was the normal dark skies of Hawkins. 

Letting out a huge sigh of relief, Will quickly scampered back into the house, locking the door behind him, before running to his room and diving into his bed. He knew it was childish, burrowing himself deep under the covers, pulling his blanket up to his nose, as if being buried beneath layers of fabric would protect him. But he couldn't help it. All he wanted was to was feel safe and secure enough in his own house to be able to go back to sleep and get some much needed rest.

But as he lay in bed, he realized that wasn't going to happen any time soon. His heart was racing. His pulse was pounding in his head, and he was positively _brimming_ with adrenaline. The Byers boy groaned internally. He would be up for hours at this rate if he just laid there and did nothing. But after what just happened, he couldn't exactly go for a jog around the block or anything to wear himself out. So, he was pretty much stuck. Unless....

Will felt his face grow hot as his mind came up with a possible solution. An activity that always seemed to leave him feeling fatigued that he wouldn't even have to get out of bed to do. For the past six months though, ever since masturbation had become a semi-regular part of his life, he always instinctively tried to resist the urge to do so, though he gave in to it more times than not. But for some reason, even though he knew it was a normal behavior, he always felt slightly guilty after he finished. Like he had just done something wrong. But he had to put that to the side now. This time, he had no other choice...especially since he could already feel himself stiffening at just the thought of it.

A quick squeeze through his pajama pants confirmed that he was already half-hard, and growing harder by the second. Not that it took much nowadays. Will was dealing with the same puberty woes of all thirteen-year-old boys, where any stray thought could lead to popping a random boner if you weren't careful. The boy threw the covers to one side and before tentatively slipping his hand under the waistband of his underwear, fingers dragging through his few wisps of pubic hair before finding his now fully engorged member. He gave it a few experimental strokes, biting his lip to hold back the moans of pleasure that were threatening to escape. Shit...he must really need this if such a light touch was causing this intense of a reaction.

Fully committed now, he withdrew his hand and hooked his thumbs into his waistband, lowering his pajamas and underwear down past his knees all in one go. The cool bed sheets felt nice and soothing on his bare ass as he once again gripped his cock in his hand. Now, Will was pretty sure he wasn't very large down there, his hard rod still looking very boyishly thin. Not that he really had a lot to compare it to though. Just that magazine he snuck into Jonathan's room to look at a few months ago that was full of naked women doing things to monstrously sized cocks. But he was pretty sure those weren't the norm, and anyways he knew he still had plenty of time to grow. And at this moment it didn't really matter. His dick and perfectly sized in his hand as he jerked it to its full length of just under four inches.

And while he was enjoying this, he did want to get it over with as quickly as possible, for a number of reasons. So he closed his eyes and let his mind start to roam, hoping to envision something that would help him finish sooner. And it just so happened that his mind went right back to the very person he had been thinking of just minutes ago. Mike Wheeler, with his delicate, pale complexion, impossibly dark hair, and full, pouty lips. Mike Wheeler...who was his best friend, and someone he should definitely not be having these kinds of thoughts about.

But it always seemed to happen nowadays. Whether just sitting and drawing, watching television, reading comics, his thoughts would always seem to land on Mike. This was especially true for whenever he jacked off. No matter how much he tried to fight it, how much he tried not to actively seek it out, his carnal desires always seemed to center on his best friend. In fact, that's probably where his post-act guilt was coming from. But he wasn't going to allow any of that tonight. He deserved to feel good...just this once. And so he fully embraced it, hissing with pleasure as he imagined it was Mike's hand pumping up and down on his member, his long slender fingers easily encircling Will's length. Mike's tongue drawing a line up Will's neck before sloppily connecting their mouths together. Mike's naked body pressing down on him as he doled out unknown delight to the boy beneath him.

"Sh-shit," Will choked out, stopping his ministrations briefly to bring up a cupped hand to his mouth and collect a copious amount of saliva before reaching back down and coating his cock with it. "Oomph. M-mike."

It sent a thrill through his body, calling out Mike's name like that in the throes of pleasure. It felt so very wrong and yet so right at the same time. Even though it was barely louder than a whisper, there was something deliciously taboo about it. Something he was definitely going to try again.

"Faster Mike, please," he muttered desperately, the pace of his hand picking up in response. His strokes got longer, traversing the entire length of his dick, his palm sliding easily over his cock head which was now slimy with a mixture of saliva and precum.

As he continued to pump, beads of sweat started to form on his forehead, his tidy bowl cut now messily splayed out in a hundred different directions as he lost himself in his fantasy. He swore he could smell Mike's familiar, comforting scent, hot and heavy and _everywhere_. That he could taste Mike's lips, Mike's _tongue_ as it invaded his own mouth. He could even feel the shape of Mike's cock, hard and hot as it pressed into his side. It all felt so real, and with Will's secret fantasy coming to life, he was never going to last very long. That's why it was only another minute later when he found himself approaching the edge.

"Mike...I'm close," he grunted. The spit he was using for lube had gone dry however, so he hurriedly brought his hand up to his mouth once more, licking a wide, wet swath over his palm. He moaned as the tangy taste of his own sweat and precum danced across his tongue before reaching back down and gripping his rock hard length once again.

A half-dozen more pumps, his slender hips snapping up to meet each one, and it was over. He barely had the presence of mind to quickly ruck up his shirt as a substantial load of watery cum spewed from his cock and landed all over his stomach. The Byers boy actually heard himself let out a whimper as he rode out his orgasm, finally coming back to himself as his fantasy dispersed and his mind cleared.

"Ugh."

That was the first word out of Will's mouth as he noticed that he hadn't quite pulled his shirt up far enough, with some of the erupting fluid having landed on it. With a sigh, he carefully stripped it off and, since it was already soiled, used it to wipe up the mess on his hand and abdomen. After cleaning and tucking himself back away, he stuffed the shirt under his bed, intending on washing it tomorrow. 

For tonight, however, he was too exhausted to even move. Which, Will thought bemusedly, was exactly the point of this exercise. He barely had time to snuggle back down under the covers before his eyes drifted shut. And unlike the previous times he had envisioned Mike Wheeler in such a way, not one bit of guilt was felt as soothing sleep finally overtook Will Byers.


	2. Crazy Together Is Only The Beginning

**Notes for the Chapter:**

> Thanks for the kudos and comments thus far! As I release this chapter, just an additional note that the characters might be a tad OOC as we go along. This fic isn't as...stringent as my other multi-chapter work (that probably goes for editing too, sorry for any typos lol). There may be a plot hole or two, or I may have to slide in a bit of a convenience window to allow the 'deleted scene' to occur. I won't alter anything too much, but just be prepared.
> 
> Anyways, as you probably guessed, this chapter takes place during Episode 2, the added scene coming right after the iconic Crazy Together interaction. Enjoy. Please be sure you've read the previous warnings/tags.
> 
> Additional Chapter Warnings: None

Man, what a roller coaster of a day. It was Halloween, one of Will's favorite days of the year, but the ups and downs he had experienced so far were dizzying. The highs of getting up feeling well-rested and refreshed after his post-midnight jackoff session. Showering and getting dressed up in his Ghostbusters costume to go to school. Seeing the rest of the Party similarly attired as he met them at the bike racks, noticing how cute Mike looked all dressed up. The thrill of exhilaration of locking eyes with the dark-haired boy for the first time that morning, Will's mind flashing back to images from his fantasy the night before.

There was a bit of a low spot as they quickly found out that they appeared to be the only kids dressed up in the whole school. Though, Will was mostly able to brush that one off. After all, everyone pointing and whispering as he walked by in the halls wasn't exactly new for him. So, he determined to just make it through the school day as quickly as possible. And his endurance had been rewarded when Jonathan, against their mother's wishes, allowed Will to go out trick-or-treating with his friends all by himself! Will couldn't remember the last time he'd had such free reign since he'd been back from the Upside Down.

They were all having so much fun at first, it felt like old times. But then Max showed up. Not to say that Max was the cause of things going bad, not directly. But Mike was NOT pleased at the 'intruder', immediately turning sulky. And when Mike isn't having a good time, no one has a good time. Not really. He was a bit short with Will, chiding him for not consulting with him beforehand, before stalking off, leaving Will standing there alone. That in itself would've been bad enough, but then, the worst thing happened. Another episode. 

And this time it went even further. He had done the only thing he could think of when he first got plunged back into the Upside Down - yelled for Mike. The person who had snapped him out of his last two episodes. He had screamed his name, over and over, to no avail. And then, just when he was at his lowest, the foreboding presence that had terrified Will in his past two experiences finally gave itself form, a huge monstrous shadow appearing in the sky. He had stood petrified for a moment before racing down some stairs in a back alley and curling into a fetal position.

He could hear it approaching. _Feel_ it coming after him. All he could do was sit there, knees drawn up to his chest, and wait for it to get him and -

"Will!"

His eyes had snapped open, taken in Mike's worried face a mere twelve inches from his own. The petty look of annoyance that had been there only minutes prior had completely vanished as he stared at Will with wide, frenzied eyes, demanding to know if he was okay. For his part, Will couldn't really manage any words in response, partially due to experience he had just gone through, and partially because Mike was hunched over so close to him right now, that Will could literally lean forward and kiss him.

He didn't though, settling for a string of pathetic whimpers as Mike took him under his arm and led him back to the Wheeler place. Will had finally been able to compose himself once he was back in the warm, friendly confines of Mike's basement, the boys' combined trick-or-treat haul of candy spread out on the table in front of them. That's where he found himself presently, and even though Mike didn't press him too hard for an explanation, Will knew he deserved one. So he told him. About how he'd been slipping into the Upside Down, more and more regularly. About how he wasn't even sure if it was real or all in his head.

And for a brief moment Will's heart soared as he saw the look on Mike's face, one saying he wanted to help Will so badly, even if he didn't really know how. But just like the rest of this roller coaster day, Will's high soon plummeted to a low, as Mike apparently thought relating his own struggles with Eleven being missing was the thing Will needed to hear right now. Really, it was the last thing Will wanted to hear, about Mike's maybe-girlfriend, and how much he missed her and -

"I don't know," Mike said, breaking into Will's thoughts. "Sometimes I feel like I'm going crazy."

"Me too," Will replied genuinely. There was a beat of silence before Mike spoke again.

"Hey, well, if we're both going crazy, we'll go crazy together right?" he said, a small smile spreading across his face as he stared deep into Will's eyes.

Will's heart nearly exploded as his friend fixed him with such a long-lasting, soft look. This moment, right here, had made the rest of this shitty day worth it. All the lows he had gone through in the last 12 hours were totally overcome by this highest of highs.

"Yeah," Will agreed with a watery laugh, his pulse pumping crazily. "Crazy together."

There was a comfortable silence for a few seconds after that. But Will was drawn in, completely mesmerized by the intimate atmosphere that had been created. So much so, that he apparently didn't realize he was still staring at his best friend.

"Will?" Mike said quizzically. "Was there...something else?"

Yes! There was so much more...but Will didn't dare tell him. If Mike knew...if Mike knew what Will was. What Will _did_ last night. How Will had pictured Mike. Worst case scenario he would be disgusted, and their friendship would be over. Hell, even best case, it would make Mike extremely uncomfortable, and their relationship would never be quite the same. So he couldn't tell him.

"Um....no. It's nothing," Will lied, faking a smile. Mike knew him better than that though, and Will saw a hurt look quickly pass over his friend's face before he shook it off and slid in even closer to Will, their legs now touching.

"Hey, come on. You trust me, don't you?" he persisted, his voice as soft as the little nudge he gave Will with his elbow.

The Byers boy's head was spinning now, a mixture of conflicting emotion. Everything in him was saying this was a bad idea, that he absolutely shouldn't. But Mike's face, so open and understanding and close...well, that was telling him differently. Telling him he had to trust Mike.

"Mike, I...you'll hate me."

"Wh-what?" Mike let out a cross between a scoff and a laugh. "Will, I literally just told you we'd go crazy together. No matter what you tell me, it won't change anything. It won't change _us _."__

____

Mike bringing his hand down and resting it on Will's thigh in a show of support, all while nodding encouragingly was the last straw. Will couldn't resist, not anymore. He would tell Mike. Maybe not everything...but he would tell him enough. And he would trust their years of close friendship to bear the strain of his most closely guarded secret.

____

At least, that's what he thought he was going to do. So imagine his surprise when he felt himself leaning forward without a word, closing in to kiss his best friend. He knew it was wrong, but he couldn't stop, what with the close proximity and high emotions that were running through his veins. Mike didn't pull back, but Will did catch a very confused look on his face just before their lips met and Will scrunched his eyes closed tight.

____

All thoughts of uncertainty left Will's mind as he felt Mike's lips against his for the first time ever. They were soft and warm, and they felt perfect to Will, who had to suppress a moan as his dreams were playing out in front of him. It was almost perfect. Almost, because as much as Will wanted to get totally lost in the sensation, his mind registered that while Mike wasn't moving away, he also definitely wasn't kissing back. And it was then that Will realized just what he'd done.

____

"NO....shit, shit, shit. This is bad. This is BAD!!" he said to himself. But he didn't back off. Because once he detached himself, that's when reality would set in. That's when Mike would look at him, eyes filled with disgust, and order him out of the house, to never return. And Will couldn't let that happen. He couldn't lose Mike, of all people. So he did the only thing he could think of - he brought his hands up to Mike's face, and kissed him harder.

____

Will Byers could feel his hands shaking as they made contact with Mike's cheeks, gently pulling him forward as he insistently worked his lips against those of his best friend. If he could just get Mike to reciprocate...just a little...this post-kiss conversation would be so much easier to have. But it just wasn't happening. Not as Will parted his lips slightly, trying his best to deepen the kiss. Not as Will desperately drew breath through his nose, extending the lip lock for as long as possible.

____

Out of ideas, Will thrust his tongue out, haphazardly breaking the seal of Mike's lips as it entered his friend's mouth without invitation. It didn't get very far though, since Mike's mouth was firmly shut, instead bumping directly into the front of Mike's teeth. And, as if that failure wasn't bad enough, that finally seemed to be the tipping point to unfreeze Mike Wheeler.

____

A full body shiver and a muffled grunt of surprise were followed quickly by hands flying up to Will's shoulders as Mike gently yet firmly held Will in place as he pulled himself away. Will eyes immediately fell to the floor, afraid to look up and see the likely irreparable damage he had done. He just knew he had ruined everything. His closest friend, his most trusted confidant...he had just thrown everything away. And yet, as terrified as he was...

____

Will still couldn't help but note the taste of Mike's saliva that his tongue had gathered on its brief foray into Mike's mouth. The foreign substance felt forbidden in his own mouth, tasting strongly of the chocolate Mike had been eating minutes ago. But underneath that, there was another taste that Will could only assume was Mike himself. He would love to spend a lifetime assessing it, but he was suddenly shocked back to reality as he heard Mike take a deep breath and open his mouth as if to speak. Desperate to stop the impending heartbreak, Will beat him to the punch.

____

"I-I'm sorry!" he squeaked out. "I'm r-really sorry Mike. I don't know what got into me. That was stupid. S-so stupid! Can we please just forget it? Please, let's just pretend it never happened. We'll never talk about it again, I promise. Just please...please don't hate me. Please."

____

Ugh. How could Will ask Mike not to hate him when he hated himself right now. A crying, whining, obnoxious baby. How could Mike feel anything but contempt for him. He was so stupid. So pathetic. So -

____

"Hey," Mike said, breaking into his thoughts. His voice had a bit of a waver to it, but it was fairly steady. "I told you Will...I could never hate you."

____

The younger boy could hardly believe what he was hearing. In fact, he didn't. Not really. "Even...even after what I just did?" he asked, still staring hard at the ground.

____

"Of course not," Mike assured him. "Will. Will, look at me."

____

Very slowly, Will raised his head, daring to finally meet Mike's gaze. What he saw there wasn't hate, or disgust, as he had been expecting. Mike's facial features were soft, and open. But the dark-haired boy was definitely very, very confused. "So..I'm guessing that's, uh, what you wanted to tell me then? That you're...queer? Or that you like me, you know, in that way? Or...?"

____

"Uh yeah," Will answered, still finding it tough to maintain eye contact. "Yeah. Both...I guess."

____

It was like Russian Roulette for Will as he watched as Mike's face cycle through a myriad of different emotions. Finally though, it ended in a quirky grin. "Well, there were definitely much less shocking ways you could've chosen to do so."

____

A strange noise between a sob and a chuckle emanated from Will's throat and a few tears finally escaped his eyes and ran down his cheeks.

____

"Hey, don't cry," Mike rushed to say. "Look...if you want to forget it like you said, we can. It's just...I really think it'd be better if you talked about it. I won't be mad, I promise."

____

The younger boy thought about it as he composed himself. It would be such a weight off his shoulders...such a relief to be able to talk to someone about this. Even though Mike didn't feel the same, at least he didn't hate Will for what he was. And that was a start. He could trust Mike. He _would_ trust Mike.

____

"I-it's okay. We can talk about it," Will said, wiping away the tears with the back of his sleeve. "Did...um...did you have a question?"

____

"Uh, yeah. Several," Mike started out, slowly. "How long have you known?"

____

Nothing too loaded about that question. Mike must have been starting easy. "Probably about a year for sure. Maybe a little longer since I had suspicions," Will answered, trying to keep his voice calm and steady. If he wanted to be taken seriously by Mike and not treated like a baby, he had to keep his composure. "You're...you're the first person I've told."

____

"Wow...that's a long time to go without telling anyone," Mike nodded, formulating his next question. "So...how do you know that you're....you know, that you like boys. How do you know for sure?"

____

"Oh, I don't know. Maybe how my breath catches at school every morning when I first see you? Or how my body turns all warm every time we have the slightest physical touch? Or how I can never seem to stop thinking about you, whether I'm awake or dreaming? How when I was in the Upside Down, you were the one my thoughts kept turning to. Wanting to see your face just one last time..."

____

Of course, Will didn't really say that out loud. He couldn't. He was lucky Mike didn't hate him already. But if he knew just how far Will's obsession went, it might be another story. Because sure, there might've been other boys or famous actors that Will had thought were cute in passing. But Mike...Mike was the reason that Will knew he was gay.

____

So Will chickened out at the last moment, deciding instead on a half-truth. "Well," he said, awkwardly clearing his throat, "like I said, I've had my suspicions for awhile now. But, after I accidentally saw where Jonathan was hiding his...um...dirty magazines, I decided to test it out."

____

Will was back to looking at the floor now, but he could feel Mike's stare burning into the side of his head. He swore he could even hear the older boy gulp in anticipation as he continued. "It was full of naked women. Pretty women, with huge...boobs. But, no matter how long I was looking, I didn't really get, you know...super excited. But then, I got to the pages where it wasn't just women. There were guys too, and the girls were...well, they were doing things to the men and that's when I couldn't fight it anymore Mike. My body's reaction kind of gave it away. The naked guys were way more interesting to me, and they were huge down there and -"

____

Will broke off with a gasp as he realized he had gotten carried away. He looked up at his friend, and sure enough, Mike looked red and super uncomfortable. "Shoot, I'm sorry Mike, I didn't mean to go on like that." 

____

"Huh? Oh, no, you're fine, I just, uh...yeah, nothing," Mike replied, shifting in his seat. Looking like he wanted to be anywhere but there. 

____

Will's eyes started to fall again in shame, but it was as his vision happened to go over Mike's crotch that he saw what was making his friend blush. Mike was sporting a very noticeable bulge in his costume pants that he was trying desperately to hide with his hands. He turned even redder when he saw that Will had caught on.

____

Will was stunned, to say the least. What the hell was going on? What had gotten Mike hard like that? Was it the kiss? Was it the talk of the busty women in the porno mag? Or the thought of Will getting turned on by the guys in said magazine? It was the girls...it had to be, right? Mike wasn't like him. He wasn't...queer.

____

"W-will, I -"

____

"It's fine, Mike. Don't worry about it," Will jumped in. He wasn't going to let Mike feel embarrassed or wrong. Not for this. Not after the support he had just shown Will. "That's, uh, my fault. Got you thinking about naked girls and dirty magazines, and with our bodies going through so many changes right now, it just...yeah, these things happen."

____

The older boy looked at him unsure for a moment, before nodding slowly. "Yeah. Yeah, these things just happen. Sorry. Didn't mean to take away from your moment."

____

"No need to apologize," Will said, intent on ending this conversation right then. His traitorous mouth had other ideas apparently though, as he heard himself adding, "I could help you out with it, if you wanted."

____

Both boys had been avoiding eye contact, but at that sentence, their heads both snapped up quickly as they stared at each other, both not really believing what they had just heard. 

____

"O-oh. Um, that's fine Will, y-you don't have to do that," Mike stammered out. "I'm not -"

____

"I want to!" Will cut him off. His stupid slip up had put him out there this much, he might as well go for it all. He saw Mike starting to speak again, his head shaking slightly in refusal, so he boldly pushed forward. "P-please Mike. I want to do it to thank you...for being such a good friend. I'd...I'd be lost without you Mike. I'm not asking you to do anything back. I know you're not...like me. You can just close your eyes and pretend it's whoever you want. And we never have to talk about it again. Just..."

____

Will's tirade burned out as he watched a frozen Mike, his only movement the soft rise and fall of his chest, and the occasional pulse of the still hidden bulge in his pants. Will was moments from apologizing and running out of there, when he received a shaky nod from Mike.

____

Wait, what?

____

Was this...was this really happening?

____

Will didn't even want to tempt fate by asking if Mike was sure or not. This might be the only opportunity he ever had. "O-okay. Okay then. Right. Um...yeah. We'll just need to unzip this thing," said, pointing to Mike's outfit.

____

The one-piece Ghostbusters costume had a single zipper, running all the way from the neck to the crotch. Not really ideal for getting to one's dick without unzipping the whole thing. Will had found this out the hard way earlier when he had use the restroom at school. But Mike just stiffly nodded, slowly unzipping the full length of the zipper, revealing the black t-shirt he was wearing underneath. Will silently cursed, wishing the boy hadn't been wearing an undershirt so he could see the pale expanse of his torso. But he didn't have time to linger on that disappointment, as Mike was now fully unzipped, his tented white briefs now exposed to the room.

____

Mike hesitated a moment before shrugging off the top of his costume, letting it fall down and pool around his waist on the couch. He raised his shirt just a tad, a sliver of flesh now showing between the bottom hem and the waistband of his underwear. "Okay. I'm ready," he said, leaning back against the back of the couch. 

____

Will's eyes were fixated on the thin layer of cloth that was separating him from seeing Mike's cock. He was anxious, afraid Mike would back out at any moment. It was taking everything he had not to just rip them down right now. He didn't want to startle Mike though. "Just close your eyes, yeah? I'll take care of it. Remember, you can pretend it's anyone you want."

____

Mike nodded, letting his eyes fall shut. Will was just about to get started when he felt a pang of guilt. What was he doing? Was he pressuring Mike into this? Mike wasn't like Will. He wasn't queer. He obviously liked Eleven. But here Will was, taking advantage of him and -

____

"Will."

____

Will's eyes snapped back up and were met with Mike's, a reassuring smile on his friend's face. 

____

"I'm fine Will. If you want to do this so badly...if this is something I can do to help you - then I want to, okay? I won't regret it."

____

The younger boy let out a breath he hadn't realized he was holding. Of course Mike knew what was going through his mind - he always did. Their connection was so strong, that Will had often wondered if the two of them had shared some sort of mental link. Will knew everything about Mike. And Mike knew everything about Will. Well, almost everything. Before today, there was this big secret Will had been keeping, afraid it would ruin everything. But now, Mike even knew about that, and the fact that he was fine with it - that he was willing to do this for Will? It meant everything.

____

Gathering his courage once more, Will gave a determined nod and shifted on the couch so he was angled a bit more towards the other boy. With one last look at Mike's face to make sure his eyes were closed, Will reached out a shaking right hand, placing it directly over his friend's cloth-covered bulge. Mike's breath hitched, but he said nothing as Will tentatively massaged his package. He felt big. Well, bigger than Will at least. But there was only one way to find out for sure, and Will was tired of waiting. So he brought his left hand over to join the right, hooking his fingers into Mike's briefs and slowly inching them down.

____

The first thing he saw that caught him by surprise was hair. Not a lot, just a small tuft of midnight black pubic hair right above Mike's cock. Will paused momentarily to admire it, seeing as he didn't have any himself. He knew he would probably be getting some soon, but until then, it was a bit of a novelty to the younger boy. He found himself drawing his fingers through it lightly, earning a tiny shudder from Mike. Will's heartbeat immediately picked up. If such a light touch could draw a reaction from Mike...who knew what was in store.

____

Will gave another tug to the fabric in his hands and Mike's cock finally sprang free with a muffled thwap as it slapped up against his belly. Will's breath stuttered as he finally drank in the sight he had been imagining for months. Mike was definitely bigger than he was, both in length and in girth - but not by a ton. He looked to be solidly over four inches, with a diameter somewhere between a nickel and a quarter. The Byers boy's mouth watered at the sight as he tucked the elastic band up under Mike's balls. And those were a sight to behold in their own right, but Will's senses could only take in so much at once.

____

His hand was visibly shaking as it grasped Mike's shaft. The flesh was almost unbelievably hot, the warmth pulsing out of it in waves as Will gave a few experimental strokes. It was an odd sensation, to say the least. Will had never much paid attention to the exact feeling of his own cock in his hand. But given the chance to hold Mike's member, he was detailing every moment of it. He had never thought something could feel so soft yet so hard. The smooth, velvety skin was practically melding into his palm. Yet Mike's fully engorged length was also seemed tantamount to rigid steel. 

____

For his part, the older boy had kept pretty calm after Will had grabbed his cock. Only the slightest change in his breathing gave away any reaction at all. His eyes remained closed, his face calm and lax, almost as if willing himself to stay composed. But that soon changed, once Will sped up the pace. His timid exploration over, he soon started stroking in earnest, earning a small moan from his friend. 

____

Will was at a loss of where to look. Sure, the obvious answer would be where his hand was in the midst of steadily jacking off Mike's cock. But now that he was really into it, Mike's face was a sight to behold as well. The composure he had tried so hard to maintain earlier was now all coming apart. His eyes were scrunched closed tightly, his mouth hanging slightly open as his breaths were now coming in fits and spurts as Will continued to pleasure him.

____

Really, Will could've spent all day, alternating between the two, but his arm was starting to cramp up. This was a super awkward angle after all, what with Will being right-handed and Mike sitting on Will's right side. He could reach across his body with his left hand, but that would mean leaning over Mike and hovering over the other boy. And Will didn't really want Mike to feel even more uncomfortable than he probably already was. He paused for a moment, letting go of Mike so he could shake the cramping muscles in his arm, when he saw a potential solution.

____

Mike's legs were spread wide, leaving plenty of room on the floor for Will to kneel down. After a second of deliberation, he did just that, shuffling off the couch and settling down on his knees, directly in front of his friend. Mike's eyes were still closed, but his brow was furrowed, evidently unsure of what was happening.

____

"I-it's okay, Mike, " Will hastily explained, taking Mike's cock back into his hand. "I'm just getting in a better position."

____

The older boy merely hummed an affirmative before settling back again. Relieved that Mike was allowing this to continue, Will continued pumping his friend once more. But he felt his breath hitch as he refocused and took account of where he actually was - face level with Mike's groin. This was a totally different experience than a minute ago. Will was getting an up close and personal look at all Mike had to offer. Mike's small patch of black pubes, his steel-hard dick, his smooth sac - all were directly at eye level, mere feet away.

____

Will gulped as he took it all in. Mike's dick looked even more impressive from this close. Will especially loved the look of it in his own hand. He still couldn't quite believe this was happening, but the proof was right there.

____

While his right hand continued to jack his friend, Will found his left hand resting casually on Mike's thigh. He could feel the boy's leg muscles tighten up every time he squirmed in reaction to Will's ministrations, clenching and unclenching as he fought to stay still. Will was mesmerized, to say the least.

____

But just then, a large, clear drop of liquid emanated from the head of Mike's cock in a perfect bead shape. It just stayed there, resting right on the tip, trembling slightly with each downstroke of Will's hand. The younger boy found himself subconsciously licking his lips at the sight; a fact that startled him until he remembered what else he had seen in Jonathan's magazine. What some of the women were doing to the meaty cocks they were playing with.

____

Did...did Will want to do _that_? Did he want to put Mike's dick...in his mouth? His saliva glands kicking into overdrive all but answered that question for him. But...what would Mike think if he did that? Sure, lines had probably already been crossed (Will _did_ have Mike's dick in his hand after all), but actually putting it in his mouth? That seemed to be a whole new level.

____

While he was contemplating all of this, the ever-growing drop of precum had finally become dislodged during a particularly vigorous downstroke, and was now dripping down the underside of Mike's cock. The younger boy watched with rapt attention, tracking the liquid's descent until it finally trickled over the back of his thumb. His breath hitched as he felt the warm fluid make contact with his finger, and a plan formed quickly in his mind. A sort of half-measure. He could taste Mike without _actually_ tasting Mike, if he just licked the substance off of his own finger. And no one would be the wiser. The only problem was, he didn't want to stop stroking to signal Mike that something was up. The last thing he wanted was Mike's eyes opening to see Will licking his precum off his finger. So...he would just have to do both at the same time.

____

The smaller boy looked up one more time to make sure Mike's eyes were closed. They were, scrunched shut tightly now, brow deeply furrowed as he was trying his best to remain quiet. It was becoming more and more difficult apparently, his breaths starting to come in hitches and gasps as Will continued to jack him off. Will gulped nervously before rising up on his knees and slowly leaning forward towards his friend.

____

The first thing Will noticed was, as his crotch bumped up against the front of the couch, was that he was rock hard himself. In fact, he had to muffle a groan of his own at the unexpected friction. Nonetheless, he continued to inch closer, and soon found himself less than a foot from his desire. Will took a deep breath to settle himself, noting the slightly musky smell emanating from Mike's groin. It wasn't super strong, but it was present - and it was no wonder. Besides being cooped up in that uniform all day long (which definitely wasn't made of breathable material), there was the rather intense trick-or-treating session which included a mad sprint to find Will. But the younger boy wasn't put off by it. No, in fact he found it somewhat intoxicating, his mouth practically watering now as he honed in on his target.

____

Sticking out his tongue, Will quickly darted in and licked the sticky substance off the back of his thumb, immediately retreating afterwards. His eyes flicked up quickly, and no, Mike hadn't noticed anything. It was only then that he allowed himself to focus on his reward. He could definitely feel it on his tongue, it was unmistakably slimy. But it didn't really have much taste to it. Maybe...maybe he just didn't get a big enough sample though. He needed more.

____

He sped up the pace of his hand, hoping to coax more precum from his friend. His efforts were rewarded as he squeezed just a little bit harder, eliciting another large drop of the clear fluid. The very same squeeze also elicited a soft moan from Mike, his first real verbal reaction since this had started. And well, that only served to urge Will on further. Faster and faster his hand went as it traversed the length of his best friend. And lower and lower the new batch of precum dripped, traveling along the same path as the one before.

____

Soon enough, Will had what he wanted again, as the substance drizzled along the back of his thumb. But his patience got the best of him this time. He was so eager for another taste, he wasn't nearly as cautious as before. So this time, as he leaned forward to make another swipe, his tongue went up a bit too far, as he licked over his thumb and made contact with Mike's shaft.

____

There was no need to look up to see Mike's reaction this time, as the boy let out a startled gasp, followed by another moan of pleasure. The next few seconds seemed to move in slow motion for the younger boy. He had pretty much frozen in place when Mike reacted, so his tongue was still on his best friend's cock. His mind whirred as he tried to come up with a plan. 

____

On one hand, he had _really_ fucked up now. But on the other hand...he had _already_ fucked up now. There probably wasn't going to be much difference between how Mike would act if Will stopped now, or how Mike would act if Will took things even further. All of these calculations happened in the span of two seconds, and before Will knew it, he was licking a long stripe right up the underside of Mike Wheeler's cock, all the way up to the head.

____

"Mmmmm, ah. Fuuuu-"

____

The sounds coming from the older boy, while not actual words, were unmistakably pleasurable. So Will moved to the right side of Mike's length and, holding it firmly by the base, repeated the motion. Soon, Mike's whole cock had been covered in Will's saliva as the younger boy resumed pumping. His hand practically glided up and down now, a slight squelching sound being produced as the makeshift lubricant seeped between his fingers.

____

The dark-haired boy was really squirming in his seat now, his breathing becoming more and more ragged as his release approached. Will didn't know how much longer Mike was going to last, but he guessed the end was near. So he decided to go ahead and go for broke, and leaned down and engulfed the tip of Mike's cock in his mouth, his lips sealing tightly around the head.

____

"AH! Fuck, what -"

____

Mike's hands flew towards Will at this latest move. The younger boy braced himself for what was coming, nearly certain that Mike was going to shove him off and call him a creep. But Mike's hands stopped just before they reached him, hanging in the air uncertainly for a moment before, falling to his sides where his fingers began desperately digging into the couch. Did...did this mean Mike was okay with this? His eyes were still scrunched shut, and while he was writhing more than ever, he was making no move to pull Will off of him.

____

"P-please...move," Mike grunted.

____

For a moment Will thought Mike was asking him to pull off. But the neediness in his voice. The way his stomach was caving in and out with every breath. No, he didn't want Will to move as in move away. He wanted Will to move as in _move_.

____

"I'm cl-close," he added, spurring the younger boy into motion. 

____

Will removed his hand from Mike's cock and lowered his head a little more, allowing a just few inches of his best friend's length to slide into his mouth. 

____

"Mmmm, yesss."

____

The Byers boy didn't really know what the hell he was doing, but the sounds coming from his friend only served to spur him on further. The precum was really flowing now, appearing almost as fast as he could lick it up. Will began a slow bobbing motion with his head, trying to mimic the same movement of what he was doing with his hand earlier. This had the added benefit of brushing his own pelvis up against the couch, providing some much needed friction to his own neglected cock. He barely had time to build up any speed before Mike was moaning out a warning. 

____

"I'm...I'm gonna cum. Please don't stop...El."

____

El...so that's who he was thinking about. But that didn't matter to Will. He definitely wasn't going to let that ruin the best experience of his life. With one last bob, he hollowed out his cheeks, sucking hard to draw out the impending orgasm. Mike obliged, cumming with a whimper as he filled Will's mouth with a sizable load, his face frozen in sheer ecstasy.

____

The younger boy closed his eyes as he let the substance slide along his tongue. He locked the flavor into his mind, unsure he would ever get this chance again. It wasn't good, objectively. It was equal parts bitter and salty, and definitely wouldn't be a preferred beverage to sip on in his leisure time. But he _loved_ it. He loved it because it came _from Mike_. Because Will was the only one that had ever gotten to see Mike like _this_ \- to _taste_ this part of him.

____

That thought, combined with one more thrust against the front of the couch, had Will climaxing virtually untouched in his underwear. He repressed a moan as he rode out his own orgasm, finally swallowing the cum he had been holding in his mouth. He drew out a few more long sucks, making sure Mike had nothing left to offer, before pulling off and letting his eyelids flutter open.

____

Green eyes were immediately met with brown ones as he looked up to see Mike was now staring down at him, an unreadable expression on his face. Fuck...Mike had just watched him swallow down his cum...what was he going to say?

____

"I...uh...I'm sorry Mike, I got a little bit carried away, and -"

____

"How was it?" Mike cut in, a blush creeping to his face as he tried to nonchalantly tuck himself back into his underwear. Will must have looked as dumbfounded as he felt, because Mike continued on after a moment of silence. "Y-you know, you said this was something you wanted to try...so did you like it?"

____

Will didn't know a lot about post-blowjob etiquette, but he was pretty sure that question would usually go the other way around, from the blower to the blowee. But then again, this situation was far from normal. "Yeah. It was...it was good. I liked it a lot. You?"

____

Before Mike could answer, they heard the front door open and then Jonathan's voice came calling down the stairwell, causing both boys to freeze in terror. "Will, are you down there?"

____

"Yeah!" Will called back, trying his best to keep the tremor from his voice.

____

"Okay, I have to help Nancy to her room, but be ready to leave in a few minutes."

____

Both boys exhaled as his footsteps retreated, and it became clear he wasn't going to come down. They shared a shaky grin as Mike stood and offered Will a hand to pull him up. The younger boy looked down as he rose, grateful to see that his own explosion had been contained in his underwear, no evidence of it leaking through his costume. It would be a wet, uncomfortable ride home, but it was worth it.

____

"I liked it too," Mike said suddenly, breaking into Will's thoughts. His costume, still unzipped, had begun to slide off, so he readjusted it, tying the empty sleeves around his waist to keep it in place. "It was...well, it was the most amazing thing I've ever felt. So...thanks."

____

Will was sure if he grinned any wider, his face would split open then and there. "N-no problem. I'm...I'm glad you liked it. If you, um, ever want me to...you know, do it again...all you have to do is ask. Or! We can just never talk about this and pretend it didn't happen. Wh-whatever makes this less weird for you."

____

Mike nodded thoughtfully. Will could almost see him weighing his options, but the next thing he said was only semi-related. "I'm, uh...sorry about saying El's name like that at the end. I really shouldn't have done-"

____

"Hey, don't apologize. I'm the one who told you to imagine whoever you wanted to. I know that...you're not like me...that you just did this as a favor to me. And that's fine! As long...as long as we're still cool, I don't regret anything."

____

"Of course we're still cool, Will," the Wheeler boy smiled. "I meant what I said. Crazy together. Now come here."

____

Will didn't hesitate as he let himself be wrapped up in the arms of the older boy for a brief yet settling hug. Brief, because...

____

"Will, you ready, bud?"

____

Sigh. Jonathan. Again.

____

"Yeah, be right up!" Will said as he turned and headed for the stairs.

____

"Hey, wait a second," Mike spluttered before he hurriedly turned and scooped half of the candy back into one of the bags. "Don't wanna forget your share."

____

There he was. The same compassionate, caring Mike that made Will melt every single time. Even after everything that had just transpired, he was still worried about Will getting his half of the candy. 

____

"Thanks, Mike," he replied with a smile, taking the bag. Suddenly an unrelated thought struck him. "Hey...why do you think my brother had to help your sister upstairs?"

____

Mike's whole face contorted into a grimace. "I'm not sure...that either of us want to know the answer to that question," he lamented.

____

"Yeah...yeah, let's forget I ever asked," Will agreed hastily. "Anyways...thanks again for tonight. For everything. I'll see you tomorrow?"

____

"For sure," Mike answered, giving one last wave before Will started up the steps.

____

The boy's mind was positively buzzing. Did...did all of that really just happen? He'd be inclined to think that he had just imagined the whole thing. But...he could still taste Mike on his tongue. He shivered slightly at the realization, allowing himself to savor it one last time before randomly plucking a piece of chocolate from his bag and popping it in his mouth. Because nothing would've brought the night's good vibes to more of a crashing halt than explaining to his brother why his breath smelled like that. This day had had enough roller coaster moments. Will was determined to have it end on a high.

____

**Notes for the Chapter:**

> There you have it. Nice long chapter for you haha. Please leave your thoughts about how you liked it! Might be a bit before the next one gets put out, but I'll do my best. Comments/kudos appreciated!


	3. Chapter 3

**Notes for the Chapter:**

> Oops, definitely did not mean for it to take this long to get this chapter out. Okay, so this chapter has one of those 'convenience windows' I talked about before that I had to build into the chapter. Just a silly detour that Dustin, Max, and Lucas take to give our boys some alone time. But I don't think it's too distracting to the chapter overall, and still fits relatively well. 
> 
> So, most of the smut I've written has been fairly vanilla so far. This is going to start to change a little bit this chapter. Nothing too crazy between Mike and Will this chapter (maybe the lightest, smallest, tiniest hint of Dom/Sub. But nothing too overt). However, this is the episode where the Mind Flayer takes over Will's body, so that will be depicted from Will's POV. There will be a story break marked with dashes to signify it.
> 
> Additional Chapter warnings: Non-con between Will and the Mind Flayer entering his body. It's described in pretty graphic detail and is tantamount to rape. Please take care of yourselves guys! If this is a trigger for you and you want to avoid this, stop when you see the dashed line break.

Admittedly, Will had been a bit nervous to see Mike the next day at school. It was one thing to _say_ that everything was 'cool' in the moment. It was another thing entirely to have a night to sleep on it, and still be okay with what transpired - especially given _what_ had transpired. Will was bracing for a wide range of reactions, but Mike greeted him the same as normal. An excited wave and a dorky smile. The smaller boy had returned the wave enthusiastically as he internally noted how cute Mike looked in his fuzzy sweater today. He was standing there with Lucas in the same spot the Party always met before school. Dustin, however, didn't show up, even though they waited as long as they could before they would be late for class.

Dustin, in fact, _was_ late, making a rather noisy entrance into Mr. Clarke's class. As soon as he got settled, he hurriedly arranged a whispered get together in the AV Room at lunch. He seemed super excited, and Will's curiosity was definitely aroused. But he could've never guessed what was in store. Dustin had...some sort of creature that he couldn't even identify. It looked like some sort of tadpole, but it was so gross and slimy. As soon as Will touched it, he immediately passed it on to Mike. But even in that brief contact he knew. He knew it was evil.

The chittering sound the thing made only served to confirm that whatever this thing was, it had some connection to the Upside Down. It was the exact same sound he had heard last night during the trick-or-treating incident. He wanted to tell the others right away, but Dustin was so happy and enthused about potentially discovering a new life form, that Will tried to convince himself he was mistaken. That maybe he was jumping to conclusion. But that sound...it kept playing over and over in his head throughout the rest of the day. By the time school was over, and the group had agreed to take the creature to Mr. Clarke, Will knew he had to say something.

"Come on guys, hurry up," Dustin urged the group standing by the lockers.

"What are you in such a hurry for?" Lucas asked. "You know Mr. Clarke always stays after school for at least an hour."

"That's not why I'm in a hurry, Lucas. The lunch lady told me they were giving out free pudding right after school. Apparently a huge batch about to expire, and they have nothing else to do with it. We have to get there before it's all gone!" Dustin bubbled before taking off.

"Free...pudding. When you have a potentially undiscovered species sitting in your backpack?" Max put in, incredulously, shaking her head before following the curly-headed boy along with Lucas.

Will was still trying to decide how to proceed when Mike spoke to him. "Will, you coming? Let's go show Mr. Clarke."

The shorter boy gulped as he strode towards his best friend, his face drawn with worry.

"What?" Mike asked his smile quickly fading into anxiousness. "What?"

"It's about d'Artangnan," Will began.

"Dart?" Mike repeated, clearly confused.

"Uh, yeah, it's just...can we talk alone for a minute?" Will pleaded, looking around the hallway nervously.

"Yeah...yeah, of course. Actually, that's perfect, there's something I want to talk to you about too."

Oh. That...that didn't sound good. All thoughts of Dart were immediately flushed from Will's mind as he started to wonder what Mike wanted to tell him. "Come on, we can use the AV Room," Mike said, snapping Will out of his trance as he led the way. Once there, they both entered and Mike closed the door behind them before turning to Will with a smile.

"Um, so, what did you want to talk about?"

After all these years, Will could read Mike's non-verbal cues as if they were a big, flashing, neon sign above his head. So while he was smiling on the outside, something was making Mike incredibly nervous on the inside. Mike was never nervous around Will before...and there was only one thing that had happened in the past 24 hours that would've changed things between them. And if Mike was going to end their friendship here...well, Will wouldn't blame him. But he did want to get it out of the way.

"Y-you can go first, Mike."

"R-really? Are you sure?" Mike frowned.

"Yeah, totally, go ahead, I can wait."

"Alright then." The dark-haired boy took a deep breath before locking eyes with Will. "It's...it's about last night."

Shit. Of course it was. Will felt his breath catch in his throat as he struggled for some sort of response. Some sort of heartfelt apology that he could say to stem the tide of whatever was coming. But he managed only silence, which Mike apparently took as an okay to go on.

"It's just...I can't stop _thinking_ about it," he continued, throwing his arms in exasperation.

This was it. Mike was going to say things just got too weird. That he was too uncomfortable around Will. That -

"It just felt so _incredible_ , you know?"

Uh...what?

"Incredible!?" Will squeaked out incredulously.

"Yeah...incredible. Will it was...it was the best thing I've ever experienced! I can't stop thinking about the feeling, and how..."

"H-how what?"

"How I want to feel it again," Mike finished, blushing furiously.

The two just stared at each other for a moment, Mike waiting for Will's reply, and Will stunned into silence. Apparently it stretched a bit too long, because Mike again had to take the lead.

"I mean y-you don't have to! I just thought...well, you said you liked it too and...um...yeah, just forget it, I -"

Seeing his chance to have Mike again slip away was enough to unfreeze Will finally. "No! I mean, I do. You know...want to do it again. I was just a little surprised that you did. I thought...well when you said you wanted to talk about last night, I thought...well, I thought it was going to be bad."

"Oh, shit, I'm sorry Will. I didn't mean to worry you."

Will waved away the apology, a sense of relief flooding the boy. "No, it's fine. Now that I know everything's alright. Well...more than alright. I mean, I can't believe you're gonna let me...you know...again."

"Yeah, only if you really want to though, Will. N-no pressure."

"Oh, I do. Really," Will assured him.

"Good," Mike exhaled. "Good."

The dark-haired boy shifted awkwardly from one foot to the other, drawing a curious look from Will. What was he still so nervous about? They both wanted the same thing, there were no more misunderstandings between them, so why...

Suddenly, as their eyes met, Will understood all too well. "You mean you want me to do it right now!" he gasped.

"Wh-what?! No...no of course not. Well, I mean...okay yes, but only if you want. I just thought...you know we had some time, and no one would try to come in here. But it's probably a bad idea, never mind -"

"Okay."

"...okay, what?" Mike replied.

"Okay, I'll do it," Will said, turning around to lock the door before shrugging off his backpack. "Right now."

Mike's eyes were practically bulging out of his head as he watched Will walk up and sink down to his knees in front of him. Will fought the grin that was trying to spread across his face. What was Mike so surprised for? He had been the one that suggested this! At any rate, Will was interesting in another part of Mike's body that was currently bulging. Bolder than he ever thought he would dare to be, the younger boy reached out and unbuttoned Mike's jeans, slowly lowering the zipper and letting them slide down his spindly legs and pool around his ankles.

He glanced up at Mike's face to search for any last minute change of heart, only to find his friend biting his lower lip and staring at him lustfully. The younger boy felt his breath hitch, being on the other end of a look like that from Mike, but he didn't let his movements falter as he removed the last barrier between himself and Mike's cock. It was already half hard, and getting harder by the second, bouncing up and down less than a foot away from his face.

After last night, Will never thought he would be lucky to see this sight again, let alone so soon. Hell, he could actually see it better now being in the brightly lit classroom as opposed to the dim confines of the Wheeler's basement. Will's hand seemed sure and steady compared to last night, as he grabbed the shaft and stroked it to full hardness with one hand, and pushed Mike's sweater up out of the way with the other. He wanted to take in the full expanse of his groin. Will was sure could spend hours just admiring the pale length juxtaposed against the impossibly dark patch of pubic hair, the smooth scrotum with its two grape-sized balls, and the light pink head that had just emitted this session's first bead of clear precum.

Yes, Will, could spend hours admiring it - but they didn't have time for that. He wasn't sure exactly why anymore, as all thoughts of anything else had disappeared from his head. But he was left with the overwhelming sensation of having to hurry, and besides - that drop of precum was calling his name. Without hesitation, the Byers boy dipped forward and took the crown gently into his mouth, lapping at the slit to collect his reward. Once gone, he used his tongue to explore every single bit of the spongy head.

"Ah, yes, that's so good, Will," Mike sighed out.

Wait. 'Will'!? Mike had...actually said his name? The Byers boy looked up through his bangs to see Mike staring down at him. Not closing his eyes and pretending it was El, but actually looking at Will, watching him. Seeing what Will was doing to him...and he was okay with it? Two very distinct, separate feelings swelled up inside of Will in that moment. The first was embarrassment. After all, doing this to Mike with his eyes closed was one thing. Having his eyes burning a hole in your soul as you did it was quite another.

The other feeling though was pride, and that far outweighed any embarrassment he felt. Because Mike was acknowledging the activity the two were sharing. How Will was making him feel. And if the slight buckle in Mike's knees was any indication, he was enjoying it immensely. And well...that only served to drive the younger boy further.

Having fully explored the head of Mike's dick, Will slowly began to let his lips slide wetly down his friend's shaft. It was a new sensation as he got closer and closer to the base. Last night he had only gotten about halfway down before Mike had blown his load. This time, Will was determined to know what it truly felt like to have all of Mike in his mouth. He wasn't sure it was going to fit, but it ended up stopping just short of the back of his throat once he had taken it all in.

He paused there for a minute, nose pressed up against Mike's pubes, lips sealed tightly around the base of his cock, and just took in the sensation. The feeling of being completely full of Mike Wheeler. He flicked his tongue gently along the underside of Mike's shaft, earning a whine from the dark-haired boy. And oh...oh how Will loved this. Being able to affect Mike like this. He took a deep breath in through his nose, getting a lungful of Mike-scented air. Not the somewhat musky odor of last night. No, this was definitely squeaky clean Mike. Will could still detect the slight smell of soap hanging about him.

"W-will. Please," Mike whimpered, begging for Will to take action. And so, a bit reluctantly, Will started sliding back up his friend's length very slowly, applying suction as he went. He made sure to devote equal attention to every square inch, savoring the taste of Mike's skin. This was tortuous for Mike, trying his best to keep steady as he squirmed under Will's mouth, both loving and hating the boy's slow retreat. Finally after what seemed like an eternity, but was really only about sixty seconds, Will reached the tip and completely pulled off, releasing the head with an lewd 'pop'.

"Holy shit," Mike gasped, looking exhausted. He seemed like he was going to add more, but Will didn't give him the chance, eagerly diving back in to engulf his cock once more. "Ugh...Jesus, Will."

Now that he had fully explored Mike's dick, Will decided he would speed things up, beginning a steady bobbing motion as he went back and forth over his friend's length. Yes, back and forth, which was a bit new for Will. Last night, when Mike had been sitting, it was more of an up and down motion. But now, with Mike standing, the needed movement was just a little different. Will was getting the hang of it though, and was building a good rhythm when another difference popped up. You see, now that Mike was standing, he had a good deal more control of his hips - a fact that became all too clear as the dark-haired boy involuntary thrusted forward.

The move caught Will off guard as all four plus inches of Mike's cock was shoved suddenly into his mouth. That in itself wouldn't have been an issue, as he could've take it all in, but the force of Mike's pelvis hitting him in the face knocked the smaller boy backwards, sending him sprawling on his backside.

"Oh, shit, Will!! I'm so sorry, are you okay?" Mike asked worriedly, rushing to help him up. Whatever euphoric feeling the Wheeler boy had just been in the midst off had all but vanished as concern for Will's well-being took over. But Will dismissed him with a wave of his hand.

"I'm fine," he assured him, getting back onto his knees. "Just caught me by surprise is all."

"Well...I'm sorry anyways. And I understand if you don't want to keep going -"

"Of course I do," Will said, staring at Mike's still throbbing erection. "I'm not going to leave you...you know, like that."

"R-right," Mike said, straightening back up. "Okay...if you're sure then. I promise I'll keep better control of myself - I won't move this time."

"I mean...you can if you want," Will said shyly, looking up at Mike.

"Can..what?" Mike asked, puzzled.

"Um, well..." Will trailed off, not sure of exactly what he wanted to say. Or rather, if he could say the words without having a meltdown. "Just...come here," he settled for, making sure he had a sturdy base before opening his mouth and taking Mike's cock back in. But instead of moving his head like before, he brought his hands up to Mike's hips, and gently urged them forward until he had the entire length in his mouth. Then, very slowly he pushed Mike back away, until just the tip remained engulfed.

The older boy eventually took the hint, and began moving on his own, very carefully, not wanting to hurt Will. Even though his assistance wasn't necessary anymore, the Byers boy kept his hands firmly on Mike's hips, gripping them tightly as the thrusting gradually became more intense. Will loved the feeling of Mike's length plunging in and out of him, the weeping cock leaving slimy trails of precum all over his tongue. But he quickly discovered that he couldn't really contribute anything to the effort. Any little movement he made with his head only served to throw off Mike's rhythm and put them out of sync.

So the boy decided to do what he could without moving, namely creating as tight of a tunnel as possible for Mike to thrust into. Will hollowed out his cheeks and applied a little bit of suction while he drew his lips into a taut "o" shape. He could feel the change almost immediately, the velvety surface of his inner cheeks clinging tightly to his best friend's dick. By his reaction, Mike noticed the change as well.

"Oh...mmmf, fuck, Will, that feels so...oh!"

Okay, so it wasn't the most articulate sentence ever formulated, but it was music to Will's ears. Not so much the words, but the tone. The want in portrayed in that tone - the _need_. To Will, the whimpers and moans pouring out of Mike's mouth were almost as delicious as the piece of Mike he had in his mouth. Almost. He was in perfect bliss. It was hard to imagine it getting much better than this. Or so he thought, because in the next moment he felt Mike grab his head and hold it firmly with both hands.

Will's whole body stuttered, because this time _Mike_ was actually touching _him_. He didn't know if it was some show of reciprocation, or Mike just needing something to keep his balance, but in that moment he didn't really care. It wasn't like this last night, when Mike was so careful not to touch Will, choosing instead to grab onto the couch cushions for dear life as Will sucked him off. No, this time he was touching Will back and....oh...god. He wasn't just using Will as something to balance on, because he was now threading his fingers through Will's hair.

A sense of warmth and acceptance flooded Will's body as Mike's fingertips gently grazed along his scalp. How many times had he longed for Mike to touch him like this? Something more than a quick 'friend hug', or a comforting arm around the shoulder. Something more close, more...intimate. Really, Will would've been perfectly happy to stay in this moment forever, but Mike's thrusts, once long and steady, were now becoming ragged and uneven. Will could tell he was getting close.

"Unh, Will, I'm...I'm going to -"

He didn't need to finish the sentence, Will knew what was coming. And to leave absolutely no doubt that he was willing to accept Mike's load once more, Will slid his hands back around to Mike's bare ass, gripping firmly as he drew Mike in impossibly farther.

Mike let out a long groan at the new sensation before his hips pistoned forward in a series of short bursts, each one a little more powerful than the last. Just when Will thought he might be knocked over again, Mike finally buried himself all the way to the hilt, deeper than he had been previously gone, and held himself there. Will could feel the tip of Mike's cock just short of the entrance to his throat as a telltale spasm rippled along the entire length.

The younger boy cast his eyes up to see Mike already staring back down at him, locking eyes once more, just as he released a torrent of his seed directly down Will's throat. The intense eye contact lasted for the first two shots before Mike screwed his eyes shut tight and threw his head back in ecstasy. Which was fine with Will, as he could now focus solely on the seemingly endless supply of Mike's gooey cum sliding down his throat. Or the way his nose was buried in Mike's sparse patch of pubes. The way Mike's fingers were still tangled in Will's bowl cut. And the way Mike's ass cheeks felt in his hands as he gently kneaded them all the way through Mike's orgasm.

After what seemed like forever, the flow from Mike's cock finally stopped and he slowly extracted his fingers from Will's hair, and his dick from Will's mouth. The younger boy reluctantly let go as well, and watched as Mike collapsed back on the table in the middle of the room, trying desperately to get his wind back. Mike never was one for physical activity, and this had clearly drained him to the point that he needed a few seconds to recover.

All the better for Will, as Mike was way too spent to pull his pants up right away, so the younger boy got to just kneel there and watch. Mike's pelvis was heaving in and out with every deep breath he took as his lungs frantically tried to draw in oxygen. His cock, still gleaming in the light with Will's saliva, was slowly deflating and every few seconds would give a small, involuntary twitch, not unlike tiny aftershocks following a massive earthquake.

It was a blessed sight for Will to behold. Not to mention his throat felt all warm and fuzzy after being thoroughly coated in Mike's essence. It was pretty much perfect. The only complaint, if you could even call it that, was that he didn't actually get to taste any of Mike's offering this time, since it all went right down his throat. It was fine though. From what Mike said, this likely wasn't the last time he would let Will do this. There would be other occasions, Will would just have to wait for them. And waiting was something Will Byers was very good at. Very rarely in his life did he get something he wanted right when he wanted it. And almost never did a desire that popped into his head materialize right in front of him and - 

Will's eyes widened as one last twitch from Mike's dick brought forth a small, pearly drop of the very substance he had just been thinking about. A bit of a straggler, but there it was, all the same, oozing from the tip almost tauntingly. The younger boy gave no thought at all, instead immediately leaning forward and sucking the head right back into his warm cavern.

Mike, who had just about recovered his breath, let out a strangled sound as his still oversensitive member was engulfed once more. "Ahhh!! Fuuuu -! Will, n-no more!!"

He finally managed to gently push Will back, freeing himself once more. The Byers boy felt his face redden as he realized what he had just done. "Oh, shoot, I'm sorry, Mike. It's just that you...well, there was some...you know, you had some...left on your..." Will trailed off, hoping he hadn't made things too weird. But when he looked up at his friend, he was only meant with a wry grin.

"Man...you really like it that much, huh?"

Will just nodded shyly.

"Well...I guess that makes two of us, because that was even better than last night," Mike sighed contentedly, finally wrestling his pants back up.

"Yeah?" Will asked, perking up as he got back to his feet.

"Definitely," Mike assured him. "It was great."

The two stood there for a moment, Will silently basking in the praise. He had made Mike feel good again. And this time, there was no pretending on Mike's part. No mentions of El. Only Mike and Will. Together.

The boy's blissful thoughts were cut short as Mike's brow suddenly furrowed. "Oh yeah, Will, you had something you wanted to talk to me about too, right? What was it."

It took a few seconds before it all came back to Will. Their friends were about to show Dart to Mr. Clarke, and Will had let himself get distracted.

"Shit! That's right! It's Dart, there's something...off about him," Will said. He then proceeded to tell Mike everything. The slugs he'd been coughing up, the sounds he heard while in the Upside Down, and Dart's resemblance to both of these things.

"Shit! That's not good, they're about to show him to Mr. Clarke!" Mike said, picking up his backpack.

"Man, I can't believe I let this happen. Come on, let's go." Will grabbed his bag and turned towards the door. He was stopped in his tracks though, as Mike reached out and took his wrist, turning him back so they were facing each other.

"Just, hold on a second, Will," he said, leaning into the boy's personal space. "You're all...."

Mike didn't finish his sentence, instead letting out a little huff and bringing his hands up to straighten Will's rumpled collar. The dark-haired boy then took his long fingers and attempted to comb Will's hair back into place with them, his lips pursed gently as he worked. It was a look Will had witnessed on Mike's face countless times when he was in deep thought or intense concentration. But never had he seen it with Mike six inches away from his own face.

Will's cheeks were on fire as he willed himself not to move while Mike finished fixing his bowl cut as best he could. It was weird, after what they had just gotten done doing, that something like this seemed so close and intimate. "Ah, there we go, much better," Mike grinned, happily combing one last lock into place. "Now...let's go stop those three before they get to Mr. Clarke."

\----------------------------------------------------------------------

"GO AWAY!!!!"

Why...why was this happening to him? Why couldn't Will ever just have something nice and enjoy it for once? He and Mike were able to stop their friends from showing Dart to Mr. Clarke, just in the nick of time. But then Dart had escaped, forcing the group to split up and search for it. Will had found it...which ultimately caused the Shadow Monster to find _him_.

He was tired of running. He was tired of being scared. He just wanted everything to be over - so he tried taking Bob's advice. Just tell it to go away. Stand up to it. And well...it was not working out how he hoped.

"GO AWAY!!! GO AWAY!!!!!!!"

Instead of dissipating or shrinking away, the monster was now bigger than the whole school building, and only growing larger as it closed in on Will. The boy could feel the tears starting to stream down his face as he screamed in vain. Why did he have to be all alone facing this thing? He wanted his friends. He wanted his brother. He wanted his mom. He wanted _Mike_.

But no matter how loud he screamed, how much of his being he put into it, he was powerless - just like always. Weak, powerless Will Byers, waiting for someone to save him.

"GO AWAY!!! GOOOOOOOO AWAAAAAAAY!!!!!!!"

And then, it was on him. The black smoke or mist or whatever made up this otherworldly creature was all over him. His screams were abruptly cut off as the thing forced itself into his mouth and down his throat. He tried to close his mouth, but he was paralyzed. He couldn't move an inch.

"Breathe, Will. Just breathe," he tried to tell himself. He tried to inhale through his nose, but he was only successful in getting a lungful of black smoke as he felt the thing going up his nostrils.

He was panicking now. He couldn't move, couldn't breathe. He was choking, spluttering for air as he stood rooted to the spot. Just as the boy thought it couldn't get any worse, he was proven wrong when the monster slithered under the collar of his shirt. Will shivered as it made its way across the expanse of his chest. It was cold. So cold. And it was touching him _everywhere_.

And apparently seeping in through all the orifices on his head was not enough. Will could feel the beast poking and prodding, looking for more entrances on his body. Not that there were many left. Well, except -

Will's eyes, which had previously scrunched shut in terror, flew open as he felt the Shadow Monster slide up his pant legs.

"No...not that," he thought desperately. "Anything but that!"

But there was nothing he could do. He couldn't move. He could barely breathe. And so he had no recourse when he felt the thing work its way into his underwear and completely envelop his genitals. If he could've, Will would've vomited on the spot. The feeling of this thing touching him there made him physically sick. It was not pleasurable in the least. But the best he could muster was a whimper as it continued on to his backside.

"No, no please no. PLEASE!!!!!!"

Internal begging though seemed to have the same effect as outright screaming - that is to say, none at all. Fresh tears cascaded from his eyes as the black smoke spread his cheeks apart and plunged right into his hole. It was like every single piece of his happiness was being ripped away. Every piece of his dignity shattered. Not that it would matter soon. At the rate this thing was pumping into him from all angles, he was sure death was moments away.

His eyes, his nose, his mouth, his ears, and now his ass. More and more of the beast made its way into the body of the Byers boy. It was agony. Disgust and pain were coursing through every inch of him. He was ready to let go. Ready to die, just so it would stop. But just as that thought went through his head, and he was sure he was going to burst...

Will Byers came back to himself with a long, painful gasp. His mom was somehow there, shaking him. The worried faces of Mike, Dustin, Lucas and Max behind her. He was back. He felt different than before, but he was back. He had survived. But the most painful part was, he wasn't sure if he was glad or not.

**Notes for the Chapter:**

> First would like to say thank you to everyone who read and gave kudos to my other story. "I'll Warm You Up" has passed the 500 kudos mark, and well, that's so far above what I ever imagined possible. So thank you!
> 
> As for this chapter, thoughts and kudos definitely appreciated. That last part was not easy to write, but will be used to explain Will's mindset in the next few chapters. See you back here for Episode 4. Thanks again!


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